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Shaping the future of software driven business
Report of the Directors •
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(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
6.
The Exim Laws, STP Scheme, SEZ and Customs Laws:
(a) The Foreign Trade Policy (Exim Policy) and Procedures thereunder;
(b) Foreign Trade (Development and Regulation) Act, 1992;
(c) Software Technology Parks Scheme;
(d) Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 (State Acts, Rules and Policies made
thereunder);
(e) The Customs Act, 1962
7.
The Information Technology Act, 2000 and The Rules made their under.
8.
The Copyright Act, 1957.
9.
The Patent Act, 1970
10. The Trademark Act, 1999
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company
Secretaries of India to the extent it is applicable.
Our report is, therefore, based on the personal visits and verification of records made available at the Pune location. We have
not visited the premises located at Bengaluru, Hyderabad, Goa and Nagpur to check the compliance status and our compliance
report is based on the records which were made available for audit of the aforesaid locations.
During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards mentioned above subject to the following observations:
A.
There was a delay of one day in intimating to the stock exchanges about loss of share certificate.
B.
Pursuant to Regulation 47(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the
Company has not provided link of the website where further details are available in certain newspaper advertisements.
C.
The Company filed form for appointment of Whole Time Director with the Registrar of Companies, beyond prescribed time.
The said form has been approved by the Registrar of Companies.
D.
The Company filed Form IEPF 1 and IEPF 4 with the Registrar of Companies, beyond prescribed time.
E.
Under the Foreign Exchange Management Act, 1999, there was delay in two cases for submission of Forms ODI relating to
reporting of certain events in case of stepdown subsidiaries.
We further report that the Board of Directors of the Company is duly constituted with proper balance of the Executive Directors,
Non-Executive Directors and Independent Directors.
Adequate notice, agenda and detailed notes on agenda are given to all directors to schedule the Board Meetings at least seven
days in advance. Consents from all the Directors have been received where meeting has been held at shorter notice.
Based on the information provided by the Company, a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Based on inspection of the minutes of the Board of Directors, there were no dissenting views mentioned by the members of
the Board of Directors.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. A quarterly
compliance certificate providing status of the compliance with the requirements of the applicable acts and rules is submitted
by the respective department heads of the Company which is placed before the Board in their meeting along with the action
taken report.
For SKO And Associates
Company Secretaries
Pallavi Salunke
Partner
Place: Pune
FCS No.: 5640
Date: May 27, 2019
CP No.: 4453